CORPORATE GOVERNANCE | Università degli studi di Bergamo


Modulo Generico
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Scheda dell'insegnamento

Per studenti immatricolati al 1° anno a.a.: 
Insegnamento (nome in italiano): 
Insegnamento (nome in inglese): 
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Attività formativa Caratterizzante
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Anno accademico di offerta: 
Responsabile della didattica: 
Altri docenti: 
Robert John FERGUSON
  • Corso di studi in ECONOMICS AND DATA ANALYSIS - Percorso formativo in PERCORSO COMUNE

Altre informazioni sull'insegnamento

Modalità di erogazione: 
Didattica Convenzionale
Secondo Semestre
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Ore di attività frontale: 
Ore di studio individuale: 


Educational goals

Students will develop a critical understanding of the objectives, principles and methods of Business Ethics and Corporate Governance within different economic environments.
At the end of this course, Students will have an understanding of ethics and governance issues and criticalities, in their theoretical and practical implications and with reference to an
international dimension.
Considering the application of the concepts of the course, it aims to allow the acquisition of the capability to understand ethics and governance issues related to the different professional
activities (accountant, auditor, consultant etc.) of the Master Degree.
At the end of the course, the Student knows fundamental ethics and governance concepts. Based on this knowledge, the Student has an in-depth comprehension of ethics and governance
issues and the administration needs coming from related regulations. She/He is also able to formulate a critical thinking in relation to these topics.

Course content

History and introduction to business ethics, ethical issues in business, stakeholders theory, shareholders theory and ethics, ethics and accounting and finance, basic concepts of corporate
social responsibility and social reporting; history and introduction to corporate governance, corporate governance theories, models and codes, directors and board structure and role of
institutional investors; corporate governance, accountability and reporting, corporate governance failure, corporate governance and society.

Textbooks and reading lists

Business Ethics: - G. Rusconi’s handouts about history and introduction to business ethics
-T. Donaldson and P. Werhane: “Ethical Issues in Business. A Philosophical Approach” Pearson, Prentice Hall (edition 2008, available in the library): Introduction to ethical reasoning (BASF case
and utilitarianism, deontology and virtue ethics) and chapters: 1 (Fuller case, paper of Friedman 1970 about CSR) 3 worldcome case and paper of Carr about bluffing 8 (Enron case).
- Edward Freeman, Managing for Stakeholders, edited by Darden School of Business of the University of Virginia (available by professor Rusconi); available slides about those subjects
published in the course e-learning.
Garriga E., Melé D. (2004), Corporate Social Responsibility Theories: Mapping the territory, Journal of Business Ethics, Vol. 53
- Slides and materials distributed during the course on social environmental general concepts..
- Materials and papers indicated by prof. Chris Cowton in his lessons (published on the website of the course and in e-learning).
For the exams: to study all the parts of the course, except for the seminars of Cowton to read all, but to study only a paper selected among them.
Corporate Governance and Accountability, 4th Edition
Berle AA, Means G (1932). The modern corporation and private property. New York: Macmillan.
Parkinson J. (1993) Corporate power and responsibility: issues in the theory of company law, Chapter 6 (Oxford University Press)
Tricker, B (2015) Corporate governance: principles, policies and practices, Chapter 3 (Oxford University Press)
Fama EF. Agency problem and the theory of the firm. Journal of Political Economy 1980; 88: 288-307.
Jensen M, Meckling W. Theory of the firm: managerial behavior agency costs and ownership structure. The Journal of Financial Economics 1976; 3: 305–360.
Tricker, B (2015) Corporate governance: principles, policies and practices, Chapter 6 (Oxford University Press)
Aguilera and Jackson, G (2010), Comparative and International Corporate Governance, The Academy of Management Annals, 4,(1), 485–556
Dore, R, Lazonick, W. and O’Sullivan, M. (1999), ‘Varieties of Capitalism in the Twentieth Century’, Oxford Review of Economic Policy, 15 (4): 102–20.
Parkinson J. (1993) Corporate power and responsibility: issues in the theory of company law, Chapter 6, 11 (Oxford University Press)
Ireland, P (1999), Company Law and the Myth of Shareholder Ownership, 62 The Modern Law Review, 62: 32-57.
Stout, L. (2002), Bad and Not-So-Bad Arguments for Shareholder Primacy, Southern California Law Review, Vol. 75, p. 1189
Gray R.H., C.Adams and Owen (2014) Accountability, Social Responsibility and Sustainability: Accounting for Society and the Environment (London: Pearson)
Parkinson J. (1993) Corporate power and responsibility: issues in the theory of company law, Chapters 11, 12 (Oxford University Press)
Mcdonald, K. (2011), “Re-thinking ‘Spheres of Responsibility’:Business Responsibility for Indirect Harm”, Journal of Business Ethics, 99:549–563
Mcdonald, K and Mcdonald, T. (2010), “Democracy in a Pluralist Global Order: Corporate Power and Stakeholder Representation”, Ethics & International Affairs; 24, 1
Materials published on the website of the course.

Teaching methods

Teaching activities will include lectures, seminars and case analysis. Lectures will give an overview of the main ethical and governmental topics. Seminars will offer an in depth analysis of
specific aspects and will develop a critical understanding. Case analysis will be used to discuss practical implications of these topics. Colleagues from international Universities (United
Kingdom) will be involved in teaching activities, contributing to offer an international overview on the investigated topics.

Assessment and Evaluation

Written exam including questions on business ethics and corporate governance.
It aims to value the achievement of learning objectives referred to ethics and governance topics. In particular, questions are formulated to value the capability of understanding and critical
thinking of Students on these topics.
After 48 teaching hours there will be a first part exam, referred to business ethics. At the end of the course, there will be the second part exam, referred to corporate governance (or a
complete exam). The vote of the first and the second part will weight 50% on the final vote. Every response will be valued specifically and the average could be sufficient only if student is at
least 50% in both the parts of course.

Further information